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North American Galvanizing & Coatings, Inc. Agrees to Merge with AZZ, Inc.

04 April 2010

The merger agreement provides for a wholly owned subsidiary of AZZ to acquire North American Galvanizing & Coatings in a two-step transaction.

The first step of the merger agreement between the North American Galvanizing & Coatings, Inc., and AZZ, Inc., will consist of a cash tender offer for outstanding shares of NGA common stock at a purchase price of $7.50 per share in cash. In the second step, the tender offer will be followed by a merger in which any remaining shares of NGA common stock will be converted into the right to receive the same cash price per share paid in the tender offer, and NGA will cease to be a public company.

“This not only represents a multiple facility addition to our network of plants and expansion of our geographic coverage, but significantly strengthens our marketing and customers service opportunities,” said David H. Dingus, president and chief executive officer of AZZ, Inc., “It is indeed a privilege to acquire operations that have a rich heritage and that have enjoyed growth and expansion. The combined efforts of the dedicated employees of both organizations, expanded facility locations, and loyal customers should enhance our ability to capitalize on the anticipated market recoveries in our served markets. We believe this transaction is good for our industry, our customers, our employees and our shareholders.”

North American Galvanizing, a leading provider of hot-dip galvanizing and coatings for corrosion protection of fabricated steel products, conducts its galvanizing and coating business through a network of plants. Among them are facilities located in: Canton, Ohio; Denver; Hurst (Dallas/Fort Worth); Houston; Kansas City; Louisville; Nashville; St. Louis; and the Tulsa, Okla., area.

AZZ, Inc. is a leading provider of hot-dip galvanizing services to the steel fabrication market, and is also a specialty electrical equipment manufacturer serving various global markets. These include industrial, power generation, transmission and distribution businesses.

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